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                                                                     Exhibit 4.5

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                          REGISTRATION RIGHTS AGREEMENT

                            REGISTERED EXCHANGE OFFER

















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                               POLYONE CORPORATION

                          8.875% Senior Notes due 2012


                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                  April 23, 2002

Salomon Smith Barney Inc.
Deutsche Bank Securities Inc.
As Representatives of the Initial Purchasers
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York  10013

Dear Sirs:

                  PolyOne Corporation, a corporation organized under the laws of
the state of Ohio (the "Company"), proposes to issue and sell to Salomon Smith
Barney Inc., Deutsche Bank Securities Inc., Banc One Capital Markets, Inc., J.P.
Morgan Securities Inc., McDonald Investments Inc., Lehman Brothers Inc., NatCity
Investments, Inc. and BNY Capital Markets, Inc. (the "Initial Purchasers"), upon
the terms set forth in a purchase agreement dated April 18 (the "Purchase
Agreement"), its 8.875% Senior Notes due 2012 (the "Securities") relating to the
initial placement of the Securities (the "Initial Placement"). The Securities
are to be issued under an indenture (the "Indenture") to be dated as of April
23, 2002 between the Company and The Bank of New York, as trustee (the
"Trustee"). To induce the Initial Purchasers to enter into the Purchase
Agreement and to satisfy a condition of your obligations thereunder, the Company
agrees with you for your benefit and the benefit of the holders from time to
time of the Securities (including the Initial Purchasers) (each a "Holder" and,
together, the "Holders" for as long as such Person holds Securities), as
follows:

                  1. DEFINITIONS. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.
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                                      -2-



                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, "control" of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise; and the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the 180-day
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Securities.

                  "Final Memorandum" shall have the meaning set forth in the
Purchase Agreement.

                  "Holder" shall have the meaning set forth in the preamble
hereto.
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                                      -3-


                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of April 23, 2002, between the Company and The Bank of New
York, as trustee, as the same may be amended from time to time in accordance
with the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Initial Purchasers" shall have the meaning set forth in the
preamble hereto.

                  "Issue Date" shall mean the date of original issuance of the
Securities.

                  "Losses" shall have the meaning set forth in Section 6(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "New Securities" shall mean debt securities of the Company
identical in all material respects to the Securities (except that the liquidated
damages provisions and the transfer restrictions and restrictive legends shall
be eliminated, as appropriate) and to be issued under the Indenture.

                  "Person" shall mean an individual, partnership, corporation,
trust or unincorporated organization, or a government agency or a political
subdivision thereof.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities


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                                      -4-


pursuant to the provisions of this Agreement, any amendments and supplements to
such registration statement, including post-effective amendments (in each case
including the Prospectus contained therein), all exhibits thereto and all
material incorporated by reference therein.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" shall have the meaning set forth
in Section 3(c) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Securities or New Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

                  "underwriter" shall mean any underwriter of Securities in
connection with an offering thereof under a Shelf Registration Statement.

                  2. REGISTERED EXCHANGE OFFER. (a) The Company shall prepare
and, not later than 90 days following the date of the original issuance of the
Securities (or if such 90th day is not a Business Day, the next succeeding
Business Day), shall use its reasonable best efforts to file with the Commission
the Exchange Offer Registration Statement with respect to the Registered
Exchange Offer. The Company shall use its reasonable best efforts to cause the
Exchange Offer Registration Statement to become effective under the Act within
180 days of the date of the original issuance of the Securities (or if such
180th day is not a Business Day, the next succeeding Business Day).

                  (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder is
not an Affiliate of the Company, acquires the New Securities in the ordinary
course of such Holder's business, is not engaged in and does not intend to
engage in and has no arrangements or understandings with any Person to
participate in the distribution of the New Securities, is not a broker-dealer
tendering Securities ac-


<PAGE>
                                      -5-


quired directly from the Company for its own account and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and under state securities
or blue sky laws.

                  (c) In connection with the Registered Exchange Offer, the
Company shall:

                  (i) mail to each Holder a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (ii) keep the Registered Exchange Offer open for not less than
         20 Business Days after the date notice thereof is mailed to the Holders
         (or, in each case, longer if required by applicable law);

                  (iii) if the Company receives notice from an Exchanging Dealer
         on the letter of transmittal that such Exchanging Dealer holds
         Securities acquired for the account of such Exchanging Dealer as a
         result of market making or other trading activities, use its reasonable
         best efforts to keep the Exchange Offer Registration Statement
         continuously effective, supplemented and amended as required under the
         Act to ensure that it is available for sales of New Securities by
         Exchanging Dealers during the Exchange Offer Registration Period;

                  (iv) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan in New York
         City, which may be the Trustee;

                  (v) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Registered Exchange Offer is open by sending to the entity
         specified in the Prospectus, a facsimile or letter setting forth the
         name of such Holder, the principal amount of Securities delivered for
         exchange and a statement that such Holder is withdrawing such Holder's
         election to have such Securities exchanged;

                  (vi) prior to effectiveness of the Exchange Offer Registration
         Statement, provide a supplemental letter to the Commission (A) stating
         that the Company is conducting the Registered Exchange Offer in
         reliance on the position of the Commission in EXXON CAPITAL HOLDINGS
         CORPORATION (pub. avail. May 13, 1988) and MORGAN STANLEY AND CO., INC.
         (pub. avail. June 5, 1991); and (B) including a representation that the
         Company has not entered into any arrangement or understanding with any
         Person to distribute the New Securities to be received in the
         Registered Exchange Offer and that, to the best of the Company's
         information and belief, each Holder participating in


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                                      -6-


         the Registered Exchange Offer is acquiring the New Securities in the
         ordinary course of business and has no arrangement or understanding
         with any Person to participate in the distribution of the New
         Securities; and

                  (vii) comply in all respects with all applicable laws relating
         to the Registered Exchange Offer.

                  (d) As soon as reasonably practicable after the close of the
Registered Exchange Offer, the Company shall:

                  (i) accept for exchange all Securities duly tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer in
         accordance with the Exchange Offer Registration Statement and letter of
         transmittal which shall be an exhibit thereto;

                  (ii) deliver to the Trustee for cancellation in accordance
         with Section 4(s) all Securities so accepted for exchange; and

                  (iii) cause the Trustee promptly to authenticate and deliver
         to each Holder of Securities a principal amount of New Securities equal
         to the principal amount of the Securities of such Holder so accepted
         for exchange.

                  (e) Accordingly, each Holder participating in the Registered
Exchange Offer shall be required to represent to the Company that, at the time
of the consummation of the Registered Exchange Offer:

                  (i) any New Securities received by such Holder will be
         acquired in the ordinary course of business;

                  (ii) such Holder will have no arrangement or understanding
         with any Person to participate in the distribution of the Securities or
         the New Securities within the meaning of the Act; and

                  (iii) such Holder is not an Affiliate of the Company.

                  (f) If any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Company shall issue and deliver to such
Initial Purchaser or the Person purchasing New Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like principal amount of
New Securities. The Company shall use its reasonable best efforts to cause the
CUSIP Service Bureau to issue the same CUSIP number for such New Securities as
for New Securities issued pursuant to the Registered Exchange Offer.
<PAGE>
                                      -7-


                  3. SHELF REGISTRATION. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for
any other reason the Registered Exchange Offer is not consummated within 225
days of the Issue Date; (iii) any Initial Purchaser so requests with respect to
Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is
not eligible to participate in the Registered Exchange Offer; or (v) in the case
of any Initial Purchaser that participates in the Registered Exchange Offer or
acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser
does not receive freely tradeable New Securities in exchange for Securities
constituting any portion of an unsold allotment (it being understood that (x)
the requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Item 507 and 508 of Regulation S-K under the Act in
connection with sales of New Securities acquired in exchange for such Securities
shall result in such New Securities being not "freely tradeable"; and (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of New Securities acquired in the Registered Exchange Offer in exchange
for Securities acquired as a result of market-making activities or other trading
activities shall not result in such New Securities being not "freely
tradeable"), the Company shall effect a Shelf Registration Statement in
accordance with subsection (b) below.

                  (b) The Company shall as promptly as reasonably practicable
(but in no event more than 60 days after so required or requested pursuant to
this Section 3), file with the Commission and thereafter shall use its
reasonable best efforts to cause to be declared effective under the Act a Shelf
Registration Statement relating to the offer and sale of the Securities or the
New Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by a majority of such
Holders and set forth in such Shelf Registration Statement; PROVIDED, HOWEVER,
that nothing in this Section 3(b) shall require the filing of a Shelf
Registration Statement prior to the deadline for filing the Exchange Offer
Registration Statement set forth in Section 2(a); PROVIDED, FURTHER, that no
Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder; and PROVIDED, FURTHER, that with respect to New
Securities received by an Initial Purchaser in exchange for Securities
constituting any portion of an unsold allotment, the Company may, if permitted
by current interpretations by the Commission's staff, file a post-effective
amendment to the Exchange Offer Registration Statement containing the
information required by Item 507 and 508 of Regulation S-K, as applicable, in
satisfaction of its obligations under this subsection with respect thereto, and
any such Exchange Offer Registration Statement, as so amended, shall be referred
to herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.
<PAGE>
                                      -8-


                  (c) The Company shall use its reasonable best efforts to keep
the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Act, in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of two years from the original
issuance date of the Securities or such shorter period that will terminate when
all the Securities or New Securities, as applicable, covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement or cease to be outstanding (in any such case, such period being called
the "Shelf Registration Period"). The Company shall be deemed not to have used
its reasonable best efforts to keep the Shelf Registration Statement effective
during the requisite period if it voluntarily takes any action that would result
in Holders of Securities or New Securities covered thereby not being able to
offer and sell such Securities or New Securities during that period, unless (A)
such action is required by applicable law; or (B) such action is taken by the
Company in good faith and for valid business reasons (not including avoidance of
the Company's obligations hereunder), including the acquisition or divestiture
of assets, so long as the Company promptly thereafter complies with the
requirements of Section 4(k) hereof, if applicable.

                  4. If (i) within 90 days after the Issue Date, neither the
Exchange Offer Registration Statement nor, if applicable, the Shelf Registration
Statement has been filed with the Commission; (ii) within 180 days after the
Issue Date, the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, has not been declared effective; (iii) within 225 days
after the Issue Date, the Exchange Offer has not been consummated; or (iv) after
either the Exchange Offer Registration Statement or the Shelf Registration
Statement has been declared effective, such Registration Statement thereafter
ceases to be effective or usable (other than as permitted by the proviso to
Section 5(k)) in connection with resales of Securities or New Securities in
accordance with and during the periods specified in Sections 2 and 3 of this
Agreement (each such event referred to in clauses (i) through (iv), a
"Registration Default"), liquidated damages ("Liquidated Damages") will accrue
on the Securities and the New Securities from and including the date on which
any such Registration Default shall occur but excluding the date on which all
Registration Defaults have been cured. Liquidated Damages will accrue at a rate
equal to 0.25% per annum of the aggregate principal amount of the Notes during
the 90-day period immediately following the occurrence of any Registration
Default and shall increase by 0.25% per annum for each subsequent 90-day period
during which such Registration Default continues, but in no event shall such
Liquidated Damages exceed 0.50% per annum. The Company shall notify the Trustee
within five Business Days after each and every Registration Default. Any amounts
of Liquidated Damages due pursuant to this Section 4 will be payable in cash
semiannually on each May 1 and November 1 (to the Holders of record on the April
15 and October 15 immediately preceding such dates), commencing with the first
such date occurring after any such Liquidated Damages commence to accrue
<PAGE>
                                      -9-


         5. ADDITIONAL REGISTRATION PROCEDURES. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply:

         (a) The Company shall:

                  (i) furnish to you, not less than five Business Days prior to
         the filing thereof with the Commission, a copy of the Exchange Offer
         Registration Statement or the Shelf Registration Statement, as the case
         may be, and each amendment thereto and each amendment or supplement, if
         any, to the Prospectus included therein (and, upon written request, all
         documents incorporated by reference therein after the initial filing)
         and shall use its reasonable best efforts to reflect in each such
         document, when so filed with the Commission, such comments as you
         reasonably propose, PROVIDED, HOWEVER, that such comments are furnished
         to the Company within three Business Days after receipt of the copy of
         the Exchange Offer Registration Statement;

                  (ii) include the information in substantially the form set
         forth in Annex A hereto on the facing page of the Exchange Offer
         Registration Statement, in substantially the form in Annex B hereto in
         the forepart of the Exchange Offer Registration Statement in a section
         setting forth details of the Exchange Offer, in substantially the form
         in Annex C hereto in the underwriting or plan of distribution section
         of the Prospectus contained in the Exchange Offer Registration
         Statement, and in substantially the form in Annex D hereto in the
         letter of transmittal delivered pursuant to the Registered Exchange
         Offer; and

                  (iii) in the case of the Shelf Registration Statement, include
         the names of the Holders that propose to sell Securities or New
         Securities pursuant to the Shelf Registration Statement as selling
         security holders and the applicable information required by Item 507 of
         Regulation S-X as provided by the Holders.

         (b) The Company shall ensure that:

                  (i) any Registration Statement, any amendment thereto, any
         Prospectus forming part thereof and any amendment or supplement thereto
         complies in all material respects with the Act and the rules and
         regulations thereunder; and

                  (ii) any Registration Statement and related Prospectus and any
         amendment thereto does not, when it becomes effective, contain an
         untrue

<PAGE>
                                      -10-


         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; PROVIDED, HOWEVER, that with respect to a Shelf
         Registration Statement, the Company makes no representation or warranty
         as to the information contained in or omitted from such Shelf
         Registration Statement or Prospectus, or any amendment thereto, in
         reliance upon and in conformity with information furnished in writing
         to the Company by or on behalf of the Holders whose Securities are
         registered thereunder specifically for inclusion therein.

         (c) The Company shall advise you, the Holders of Securities or New
Securities covered by any Shelf Registration Statement and any Exchanging
Dealer under any Exchange Offer Registration Statement that has provided in
writing to the Company a telephone or facsimile number and address for notices,
and, if requested by you or any such Holder or Exchanging Dealer, shall confirm
such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall
be      accompanied by an instruction to suspend the use of the Prospectus
until the Company shall have remedied the basis for such suspension):

                  (i) when a Registration Statement or any amendment thereto has
         been filed with the Commission and when the Registration Statement or
         any post-effective amendment thereto has become effective;

                  (ii) of any request by the Commission for any amendment or
         supplement to the Registration Statement or the Prospectus or for
         additional information;

                  (iii) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the
         initiation of any proceedings for that purpose;

                  (iv) of the receipt by the Company of any notification with
         respect to the suspension of the qualification of the securities
         included therein for sale in any jurisdiction or the initiation of any
         proceeding for such purpose; and

                  (v) of the happening of any event that requires any change in
         the Registration Statement or the Prospectus so that, as of such date,
         the statements therein are not misleading and do not omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein (in the case of the Prospectus, in the light of the
         circumstances under which they were made) not misleading; PROVIDED that
         such notice need not identify the reasons for such event that requires
         such change in the Registration Statement.


<PAGE>
                                      -11-


                  (d) The Company shall use its reasonable best efforts to
obtain the withdrawal of any order suspending the effectiveness of any
Registration Statement or the qualification of the securities therein for sale
in any jurisdiction at the earliest possible time.

                  (e) The Company shall furnish to each Holder of Securities or
New Securities covered by any Shelf Registration Statement, without charge, at
least one copy of such Shelf Registration Statement and any post-effective
amendment thereto, including, upon written request, all material incorporated
therein by reference, and, if the Holder so requests in writing, all exhibits
thereto.

                  (f) The Company shall, during the Shelf Registration Period,
deliver to each Holder of Securities or New Securities covered by any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request. The Company consents to the use of the Prospectus or any amendment or
supplement thereto by each of the selling Holders of securities in connection
with the offering and sale of the securities covered by the Prospectus, or any
amendment or supplement thereto, included in the Shelf Registration Statement.

                  (g) The Company shall furnish to each Exchanging Dealer which
so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including, upon
written request, all material incorporated by reference therein, and, if the
Exchanging Dealer so requests in writing, all exhibits thereto.

                  (h) The Company shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other Person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such Person may
reasonably request. The Company consents to the use of the Prospectus or any
amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer
and any such other Person that may be required to deliver a Prospectus following
the Registered Exchange Offer in connection with the offering and sale of the
New Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.

                  (i) Prior to the Registered Exchange Offer or any other
offering of Securities or New Securities pursuant to any Registration Statement,
the Company shall arrange, if necessary, for the qualification of the Securities
or the New Securities for sale under the laws of such jurisdictions as any
Holder shall reasonably request and will


<PAGE>
                                      -12-


maintain such qualification in effect so long as required; PROVIDED that in no
event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not then so qualified or to take any action that would
subject it to taxation or service of process in suits, other than those arising
out of the Initial Placement, the Registered Exchange Offer or any offering
pursuant to a Shelf Registration Statement, in any such jurisdiction where it is
not then so subject.

                  (j) The Company shall cooperate with the Holders to facilitate
the timely preparation and delivery of certificates representing New Securities
or Securities to be issued or sold pursuant to any Registration Statement free
of any restrictive legends and in such denominations and registered in such
names as Holders may request.

                  (k) Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Company shall promptly prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered, the Prospectus will not include an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; PROVIDED that the Company shall not be required
to amend or supplement a Shelf Registration Statement or Prospectus on no more
than two occasions, for a reasonable period of time, but not in excess of 90
days in any consecutive 12-month period if the Company determines reasonably and
in good faith that such amendment or supplement would require the disclosure of
non-public material information that, in the reasonable judgment of the Company,
would be detrimental to the Company if so disclosed or would otherwise
materially adversely affect a financing, acquisition, disposition, merger or
other material transaction. In such circumstances, the period of effectiveness
of the Exchange Offer Registration Statement provided for in Section 2 and the
Shelf Registration Statement provided for in Section 3(b) shall each be extended
by the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(c) to and including the date when the Initial
Purchasers, the Holders and any known Exchanging Dealer shall have received such
amended or supplemented Prospectus pursuant to this Section 4. As soon as
practicable following receipt of notice from the Company in accordance with
Section 4(c), each Holder and Exchange Dealer agrees to suspend use of the
Prospectus until such Holder and Exchange Dealer receive copies of the amended
or supplemented Prospectus or until it receives written notice from the Company
that use of the applicable Prospectus may be resumed.

                  (l) Not later than the effective date of any Registration
Statement, the Company shall provide a CUSIP number for the Securities or the
New Securities, as the case may be, registered under such Registration Statement
and provide the Trustee


<PAGE>
                                      -13-


with printed certificates for such Securities or New Securities, in a form
eligible for deposit with The Depository Trust Company.

                  (m) The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its security
holders as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Act and Rule 158 thereunder.

                  (n) The Company shall cause the Indenture to be qualified
under the Trust Indenture Act in a timely manner.

                  (o) The Company may require each Holder of securities to be
sold pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding the Holder and the distribution of such securities as the
Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

                  (p) In the case of any Shelf Registration Statement, the
Company shall enter into such and take all other appropriate actions (including
if requested by Holders representing 20% of the principal amount of Securities
covered by such Shelf Registration Statement an underwriting agreement in
customary form) in order to expedite or facilitate the registration or the
disposition of the Securities, and in connection therewith, if an underwriting
agreement is entered into, cause the same to contain indemnification provisions
and procedures no less favorable than those set forth in Section 6 (or such
other provisions and procedures acceptable to the Majority Holders and the
Managing Underwriters, if any, with respect to all parties to be indemnified
pursuant to Section 6).

                  (q) In the case of any Shelf Registration Statement, if
requested by the Holders or any underwriters, the Company shall:

                      (i) make reasonably available for inspection by the
             Holders of Securities to be registered thereunder, any underwriter
             participating in any disposition pursuant to such Shelf
             Registration Statement, and any attorney, accountant or other
             agent retained by the Holders or any such underwriter all relevant
             financial and other records, pertinent corporate documents and
             properties of the Company and its subsidiaries     during normal
             business hours at the offices where such information is typically
             kept;


<PAGE>
                                      -14-


                  (ii) cause the Company's officers, directors and employees to
         supply all relevant information reasonably requested by the Holders or
         any such underwriter, attorney, accountant or agent in connection with
         any such Shelf Registration Statement as is customary for similar due
         diligence examinations during normal business hours at the offices
         where such information is typically kept; PROVIDED, HOWEVER, that any
         information that is designated in writing by the Company, in good
         faith, as confidential at the time of delivery of such information
         shall be kept confidential by the Holders or any such underwriter,
         attorney, accountant or agent, unless such disclosure is made in
         connection with a court proceeding or required by law, or such
         information becomes available to the public generally or through a
         third party without an accompanying obligation of confidentiality,
         PROVIDED, FURTHER, that prior notice shall be provided as practicable
         to the Company of the potential disclosure of any information in
         connection with a court proceeding or required by law to permit the
         Company to obtain a protective order or take such other action to
         prevent disclosure of such information;

                  (iii) make such representations and warranties to the Holders
         of Securities registered thereunder and the underwriters, if any, in
         form, substance and scope as are customarily made by issuers to
         underwriters in primary underwritten offerings and covering matters
         including, but not limited to, those set forth in the Purchase
         Agreement as may reasonably be requested;

                  (iv) obtain opinions of counsel to the Company and updates
         thereof (which counsel and opinions (in form, scope and substance)
         shall be reasonably satisfactory to the Managing Underwriters, if any)
         addressed to each selling Holder and the underwriters, if any, covering
         such matters as are customarily covered in opinions requested in
         underwritten offerings and such other matters as may be reasonably
         requested by such Holders and underwriters;

                  (v) obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of the Company (and, if
         necessary, any other independent certified public accountants of any
         subsidiary or equity affiliate of the Company or of any business
         acquired by the Company for which financial statements and financial
         data are, or are required to be, included in the Registration
         Statement), addressed to each selling Holder of Securities registered
         thereunder and the underwriters, if any, in customary form and covering
         matters of the type customarily covered in "cold comfort" letters in
         connection with primary underwritten offerings; and

                  (vi) deliver such documents and certificates as may be
         reasonably requested by the Majority Holders and the Managing
         Underwriters, if any, in-
<PAGE>
                                      -15-


         cluding those to evidence compliance with Section 5(k) and with any
         customary conditions contained in the underwriting agreement or other
         agreement entered into by the Company.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 5(q)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

         (r) [Intentionally Omitted]

         (s) If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the New Securities, the Company shall
mark, or caused to be marked, on the Securities so exchanged that such
Securities are being canceled in exchange for the New Securities. In no event
shall the Securities be marked as paid or otherwise satisfied.

         (t) The Company will use its reasonable best efforts (i) if the
Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a Registration Statement; or (ii) if the Securities were
not previously rated, to cause the Securities covered by a Registration
Statement to be rated with at least one nationally recognized statistical rating
agency, if so requested by Majority Holders with respect to the related
Registration Statement or by any Managing Underwriters.

          (u) In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Rules and the
By-Laws of the National Association of Securities Dealers, Inc.) thereof,
whether as a Holder of such Securities or as an underwriter, a placement or
sales agent or a broker or dealer in respect thereof, or otherwise, the Company
will assist such Broker-Dealer in complying with the requirements of such Rules
and By-Laws, including, without limitation, by:

                  (i) if such Rules or By-Laws shall so require, engaging a
         "qualified independent underwriter" (as defined in such Rules) to
         participate in the preparation of the Registration Statement, to
         exercise usual standards of due diligence with respect thereto and, if
         any portion of the offering contemplated by such Registration Statement
         is an underwritten offering or is made through a placement or sales
         agent, to recommend the yield of such Securities;


<PAGE>
                                      -16-


                      (ii) indemnifying any such qualified independent
              underwriter to the extent of the indemnification of underwriters
              provided in Section 6 hereof; and

                      (iii) providing such information to such Broker-Dealer
              as may be required in order for such Broker-Dealer to comply with
              the requirements of such  Rules.

                  (v) The Company shall use its reasonable best efforts to take
         all other steps necessary to effect the registration of the Securities
         or the New Securities, as the case may be, covered by a Registration
         Statement.

                  6. REGISTRATION EXPENSES. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 5 hereof (other than any underwriting discounts or commissions in the
event of an underwritten offering) and, in the event of any Shelf Registration
Statement, will reimburse the Holders for the reasonable fees and disbursements
of one firm or counsel designated by the Majority Holders to act as counsel for
the Holders in connection therewith, and, in the case of any Exchange Offer
Registration Statement, will reimburse the Initial Purchasers for the reasonable
fees and disbursements of counsel acting in connection therewith.

                  7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Holder of Securities or New Securities, as the
case may be, covered by any Registration Statement (including each Initial
Purchaser and, with respect to any Prospectus delivery as contemplated in
Section 5(h) hereof, each Exchanging Dealer), the directors, officers, employees
and agents of each such Holder and each Person who controls any such Holder
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally filed or in
any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in
any amendment thereof or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, HOWEVER,
that the Company will not be liable in any case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any such Holder specifically for inclusion
therein; PROVIDED, FURTHER, that with respect to any prelimi-


<PAGE>
                                      -17-


nary Prospectus of a Shelf Registration Statement, the indemnity contained
herein this Section 7(a) shall not inure to the benefit of a Holder from whom
the person asserting any such losses, claims, damages or liabilities purchased
the Securities concerned, to the extent that a Prospectus relating to such
Securities was required to be delivered by such Holder under the Act in
connection with such purchase, the Company delivered such Prospectus to such
Holder sufficiently in advance of the written confirmation of the sale of the
Securities and in sufficient quantity and any such losses, claims, damages or
liabilities result from the fact that a copy of such Prospectus was not
delivered to such person at or prior to the written confirmation of the sale of
the Securities to such person. This indemnity agreement will be in addition to
any liability which the Company may otherwise have.

                  The Company also agrees to indemnify or contribute as provided
in Section 7(d) to Losses of each any underwriter of Securities or New
Securities, as the case may be, registered under a Shelf Registration Statement,
their directors, officers, employees or agents and each Person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Initial Purchasers and the selling Holders provided in this Section 7(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 5(p) hereof.

                  (b) Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer)
severally and not jointly agrees to indemnify and hold harmless the Company each
of its directors each of its officers who signs such Registration Statement and
each Person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
each such Holder, but only with reference to written information relating to
such Holder furnished to the Company by or on behalf of such Holder specifically
for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any such Holder
may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 7 or notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses; and
(ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in


<PAGE>
                                      -18-


which case the indemnifying party shall not thereafter be responsible for the
fees and expenses of any separate counsel retained by the indemnified party or
parties except as set forth below); PROVIDED, HOWEVER, that such counsel shall
be reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. It is
understood, however, that the indemnifying party shall, in connection with any
one such action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general circumstances, be liable for
the fees and expenses of only one firm of attorneys (in addition to local
counsel) at any time for all such indemnified parties. An indemnifying party
will not, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
PROVIDED, HOWEVER, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the amount by which the total price at which such Security,
or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth on the cover page of the Final
Memorandum, exceeds the amount of any damages that such Initial Purchaser or
Holder has otherwise been required to pay in connection with the


<PAGE>
                                      -19-


statements or omissions which resulted in such Losses, nor shall any underwriter
be responsible for any amount in excess of the underwriting discount or
commission applicable to the securities purchased by such underwriter under the
Registration Statement which resulted in such Losses. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the
indemnifying party and the indemnified party shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the
relative fault of such indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable considerations.
Benefits received by the Company shall be deemed to be equal to the sum of (x)
the total net proceeds from the Initial Placement (before deducting expenses) as
set forth on the cover page of the Final Memorandum and (y) the total amount of
Liquidated Damages which the Company was not required to pay as a result of
registering the securities covered by the Registration Statement which resulted
in such Losses. Benefits received by the Initial Purchasers shall be deemed to
be equal to the total purchase discounts and commissions as set forth on the
cover page of the Final Memorandum, and benefits received by any other Holders
shall be deemed to be equal to the value of receiving Securities or New
Securities, as applicable, registered under the Act. Benefits received by any
underwriter shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover page of the Prospectus forming a part of
the Registration Statement which resulted in such Losses. Relative fault shall
be determined by reference to, among other things, whether any alleged untrue
statement or omission relates to information provided by the indemnifying party,
on the one hand, or by the indemnified party, on the other hand, the intent of
the parties and their relative knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. The parties agree that
it would not be just and equitable if contribution were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section, each Person who controls a Holder within the meaning of either the
Act or the Exchange Act and each director, officer, employee and agent of such
Holder shall have the same rights to contribution as such Holder, and each
Person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).

                  (e) The provisions of this Section will remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder
or the Company or any of the officers, directors or controlling Persons referred
to in this Section hereof, and will survive the sale by a Holder of securities
covered by a Registration Statement.


<PAGE>
                                      -20-


                  8. UNDERWRITTEN REGISTRATIONS. (a) If any of the Securities or
New Securities, as the case may be, covered by any Shelf Registration Statement
are to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders and, in the case of a Managing Underwriter that
is not an Initial Purchaser, with the consent of the Company (not to be
unreasonably withheld).

                  (b) No Person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such Person (i) agrees to
sell such Person's Securities or New Securities, as the case may be, on the
basis reasonably provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements; and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

                  9. NO INCONSISTENT AGREEMENTS. The Company has not, as of the
date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

                  10. AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, of New Securities); PROVIDED
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.

                  11. NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

                  (a) if to a Holder, at the most current address given by such
         holder to the Company in accordance with the provisions of this Section
         10, which address initially


<PAGE>
                                      -21-


         is, with respect to each Holder, the address of such Holder maintained
         by the Registrar under the Indenture, with a copy in like manner to
         Salomon Smith Barney Inc.;

                  (b) if to you, initially at the respective addresses set forth
         in the Purchase Agreement; and

                  (c) if to the Company, initially at its address set forth in
         the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; two
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next Business Day if timely delivered to an air courier guaranteeing
overnight delivery.

                  The Initial Purchasers or the Company by notice to the other
parties may designate additional or different addresses for subsequent notices
or communications.

                  12. SUCCESSORS. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities and the New Securities. The
Company hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

                  13. COUNTERPARTS. This Agreement may be in signed
counterparts, each of which shall an original and all of which together shall
constitute one and the same agreement.

                  14. HEADINGS. The headings used herein are for convenience
only and shall not affect the construction hereof.

                  15. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  16. SEVERABILITY. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.
<PAGE>
                                      -22-


                  17. SECURITIES HELD BY THE COMPANY, ETC. Whenever the consent
or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.


<PAGE>
                                      -23-




                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
among the Company and the several Initial Purchasers.

                                     Very truly yours,

                                     POLYONE CORPORATION


                                     By:    /s/ W. David Wilson
                                            ----------------------------------
                                            Name: W. David Wilson
                                            Title: Vice President and Chief
                                                   Financial Officer

<PAGE>
                                      -24-




The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.

SALOMON SMITH BARNEY INC.
DEUTSCHE BANK SECURITIES INC.
    As Representatives of the Initial
    Purchasers

By:      SALOMON SMITH BARNEY INC.


By:      /s/ Robert Jeffries
         ---------------------------------
         Robert Jeffries
         Managing Director

For themselves and the other several Initial
Purchasers.


<PAGE>



                                                                         ANNEX A


         Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, starting on
the Expiration Date (as defined herein) and ending on the close of business 180
days after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. See "Plan of Distribution."




<PAGE>



                                                                         ANNEX B


         Each Broker-Dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."




<PAGE>






                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

         Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business 180
days after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, 200__, all dealers effecting transactions
in the New Securities may be required to deliver a prospectus.

         The Company will not receive any proceeds from any sale of New
Securities by Brokers-Dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Act. The
Letter of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Act.

         For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Act.


<PAGE>
                                      -2-


         [If applicable, add information required by Regulation S-K Items 507
and/or 508.]




<PAGE>





                                                                         ANNEX D


         CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
         COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
         THERETO.

         Name:             ______________________________
         Address:          ______________________________
                           ______________________________

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has not arrangements or understandings with any Person to participate in
a distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.